LAST UPDATED: JANUARY 2019

Terms & Conditions

These terms and conditions ("Terms") apply to your use of the Gopher websites at gopherpos.com and secretservice.menu (the "Website"), the Service and the Application (as defined below), as well as to all information, recommendations and/or services provided to you on or through the Website, the Service and the Application.

Please read these Terms carefully before using our website Application or Service. By using or accessing any part of the Website, Application or ordering products via the Application (whether now or in the future), you agree to be bound by these Terms. We reserve the right to change these Terms from time to time by changing them on this page.

The personal information you provide via the Application will be collected, used, managed and disclose in accordance with our Privacy Policy.

GOPHER SYSTEMS INC.

Secret Service

GOPHER

These Terms are between you and Gopher Systems Inc. (“Gopher”) which is a company registered in Alberta, Canada with offices located at 150 - 9 Avenue SW, Suite 1017, Calgary, AB, Canada, T2P 3H9. When used in these Terms, the terms “us”, “we” and “our” refer to Gopher.

OUR SERVICES

We provide information and a way for you to communicate and pay for your orders ("Orders") for products or services ("Products") from third party restaurants and bars ("Restaurants"), which may be requested through the use of a "Secret Service" application supplied by Gopher and downloaded and installed by you on your single mobile device (smartphone) ("the Application"). All services provided by Gopher to you by means of your use of the Application are hereafter referred to as the "Service".

OUR ROLE

Gopher is a platform only to connect you to Restaurants. Gopher does not provide the Products or operate any of the Restaurants, and is not itself a restaurant or bar. The provision of the Product and fulfilment of any Orders by the Restaurant to you is subject to the agreement (to be) entered into between you and the Restaurant. Gopher shall never be a party to such agreement. It is up to the Restaurant to accept Orders for Products, which may be requested through the use of the Application or the Service.

Gopher only acts as intermediary between you and the Restaurants, acting as the agent for each Restaurant to arrange and conclude your Orders. When you pay for an Order in full through the Application or Service, your debt owed to the Restaurant for that Order shall be extinguished.

USING THE APPLICATION OR SERVICE

By using the Application or the Service, you are entering into a contract with Gopher under these Terms. In order to be able to use the Application or Service, you first need to sign-up with Gopher. When signing-up, you are obligated to provide Gopher with certain personal information, including your mobile telephone number and payment card data. Upon successfully signing-up with Gopher, Gopher will provide you with a personal account, accessible for you with a password of your choice.

In connection with your use of the Application and Service, Gopher may send you electronic service messages. These electronic messages may be sent for various reasons, including for security purposes (e.g. verifying that your smartphone is connected to the phone number you entered upon registration) and issues related to an Order you placed (e.g. if the Restaurant is out of stock of an item you ordered, you may be notified by text message). For information about promotional and marketing messages, please refer to our Privacy Policy.

You have to be at least the age of majority or older in your jurisdiction of residence in order to use the Service or Application. If you reside in a jurisdiction that restricts the use of the Service or Application because of your age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Service and the Application. You represent that if you are an individual, you are of the age of majority to enter into a binding contract, or that if you are registering on behalf of a legal entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Service and the Application.

HOW TO USE THE APPLICATION AND SERVICE

The Application allows you to send Orders to Restaurants. The Restaurant has sole and complete discretion to accept or reject each Order. Once you have submitted your Order and your payment has been authorized, you will not be entitled to change or cancel your Order, nor will you be entitled to a refund of your Order. Gopher encourages all of the Restaurants to accept all Orders and to communicate any rejection promptly. Gopher will notify you as soon as reasonably practicable if a Restaurant rejects your Order. Restaurants have the discretion to reject Orders at any time and for any reason, including, but not limited to, the Restaurant being too busy. If the Restaurant accepts a request, the Application notifies you and provides an estimate on when your Order will be ready. Neither Gopher nor the Restaurant guarantee that Orders will be ready within the estimated times.

If you have any issues with your order, or wish to change or cancel your order, you may contact us directly (support@gopherpos.com) and we will assist you in resolving your issue directly with the Restaurant. However, we cannot guarantee that we will be able to get in touch with the Restaurant or change or cancel an order.

YOUR USE OF THE APPLICATION OR THE SERVICE

You warrant that the information you provide to Gopher is accurate and complete and that you will keep the information you have provided to Gopher current through the Application. Gopher is entitled at all times to verify the information that you have provided and to refuse the Service or use of the Application without providing reasons.

You may only access the Service using authorised means. It is your responsibility to check to ensure you download the correct Application for your device. Gopher is not liable if you do not have a compatible mobile device or if you download the wrong version of the Application for your mobile device. Gopher reserves the right to terminate the Service and the use of the Application should you be using the Service or Application with an incompatible or unauthorised device.

By using the Application or the Service, you further agree that:
● You will only use the Service or download the Application for your sole, personal use and will not resell it to a third party;
● You will not authorise others to use your account;
● You will not assign or otherwise transfer your account to any other person or legal entity;
● You will not use an account that is subject to any rights of a person other than you without appropriate authorisation;
● You will not use the Service or Application for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes;
● You will not use the Service or Application to cause nuisance, annoyance or inconvenience;
● You will not impair the proper operation of the network;
● You will not try to harm the Service or Application in any way whatsoever;
● You will not copy, or distribute the Application or other Gopher Content (as defined below) without written permission from Gopher;
● You will keep secure and confidential your account password or any identification we provide you which allows access to the Service and the Application;
● You will provide us with whatever proof of identity we may reasonably request;
● You will only use our Application or Service through an internet connection you are authorized to use;
● You are aware that when Services may require receiving or sending messages by SMS (if available in your jurisdiction), standard messaging charges (if any) will apply;
● Gopher has the right to access, read, preserve and disclose any and all information as Gopher reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including the investigation of potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests, or (v) protect the rights, property or safety of the users and the public;
● You will not use the Service or Application with an incompatible or unauthorized device; and
● You will comply with all applicable laws including, secondary legislation of the area in which you are present while using the Application or Service.

Additionally, you further agree that Gopher may suspend or terminate your ability to access the Service and Application, or cease providing you with all or part of the Service at any time for any or no reason, including, but not limited to, if Gopher believes: (i) you may have violated these Terms; (ii) you may create risk or possible legal exposure for Gopher; (iii) prolonged inactivity; or (iv) Gopher's provision of the Service to you is no longer commercially viable. Gopher may make reasonable efforts to notify you by the email address associated with your account, depending on the circumstances. You acknowledge and agree that all suspensions or terminations may be made by Gopher in its sole discretion and that Gopher will not be liable to you or any third-party for any suspension or termination of your access. Any suspension or termination of this Agreement by Gopher will be in addition to any and all other rights and remedies that Gopher may have.

PAYMENT

The use of the Application and the Service is available to you free of charge. Gopher reserves the right to introduce a fee for the use of the Application and/or the Service. If Gopher decides to introduce such a fee, Gopher shall inform you accordingly and allow you to either continue or terminate your use of the Service.

Gopher shall charge you on behalf of the Restaurant for the Order placed by you. You agree that you will pay for all Products you purchase from the Restaurant, and that Gopher may charge you the total amount for your Order using the payment method provided by you when registering for the Service for the Products (including any taxes and late fees, as applicable). You are responsible for the timely payment of all fees and for providing Gopher with a valid method of payment at all times. Any payment made is non-refundable. Payment options available to you when registering for the Service may include all major credit cards, Debit/Visa (traditional debit cards are not accepted), Google Pay, Apple Pay and Apple Pay Cash (in US only) (collectively referred to as the "Payment Methods").

The payment for the Products will be transacted through payment services providers as Gopher may choose from time to time (collectively referred to as the "Payment Processing Services Provider"). You hereby authorize Gopher to share with the Payment Processing Services Provider that financial information, banking details and transaction information related to your use of the payment processing services and the Service. You also agree that Gopher is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party. Gopher reserves the right to change or stop accepting any permitted payment method at any time in Gopher's sole discretion. You agree Gopher may charge your account and Payment Methods for any Orders and all applicable taxes as they may apply.

INDEMNIFICATION

By accepting these Terms and using the Application or Service, you agree that you shall indemnify and release Gopher, its affiliates, its licensors, and each of their officers, directors, other users, employees, contractors, partners, representatives, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities, penalties, fines, expenses or other costs or expenses of any kind or nature (including, but not limited to, attorneys' fees and costs) arising out of or in connection with: your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; your violation of any rights of any third party, including Restaurants arranged via the Application; or your use or misuse of the Application or Service.

LIABILITY

The information, recommendations and content provided to you on or through the Website, the Service and the Application are for general information purposes only and do not constitute advice. Your use of the Service and Application are at your sole risk. Gopher's Application and Service are provided on an "as is" and "as available" basis. Gopher does not guarantee that (the contents of) the Website or Application are free of errors, defects, malware and viruses or that the Website or Application are correct, up to date or accurate. Gopher shall not be liable for any damages resulting from the use of (or inability to use) the Website or Application, including damages caused by malware, viruses or any incorrectness or incompleteness of the Content or the Website or Application.

Gopher shall further not be liable for damages resulting from the use of (or the inability to use) electronic means of communication with the Website or the Application, including but not limited to, damages resulting from failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of viruses.

Without prejudice to the foregoing, and insofar as allowed under law, Gopher's aggregate liability to you in shall in no event exceed CAD$100.00.

By using our Services, if there is a dispute between you and any Restaurant regarding the accuracy or information provided on or through our Application or Service, you may contact us directly (support@gopherpos.com) and we will assist you in resolving your issue directly with the Restaurant.

Gopher and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty or condition that: (i) the Application or Service will meet your requirements; (ii) the Application or Service will be uninterrupted, timely, secure or error-free; (iii) the quality of any products, services, information or other material purchased or obtained by you through the Application or Service will meet your personal expectations.

For the avoidance of doubt, nothing in these terms shall affect your statutory rights. Nothing in these terms shall limit or exclude our liability to you that, by applicable law, may not be limited or excluded. You expressly understand and agree that Gopher and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to you for any loss of profits, goodwill, data (excluding personal information collected), opportunity or sales, or for any punitive, indirect, incidental, special, consequential or exemplary damages or other intangible losses (even if Gopher has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the service or application; (b) the cost of procurement of substitute goods and services; (c) unauthorized access to or alteration of your transmissions or data; or (d) any other matter relating to the service or application.

Gopher will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control.

LICENSE GRANT, RESTRICTIONS AND COPYRIGHT POLICY

For the purpose of these Terms, the following definitions apply:

"Content" means all content featured or displayed, including, but not limited to, logos, icons, trademarks, text, graphics text, graphics, photographs, images, moving images, sound, illustrations, music, software (excluding the Application), opinions, remarks, comments, artwork, links, questions, suggestions, information or other materials.

"Gopher Content" means Content owned or used by Gopher, its affiliates or licensors and made available through the Website, Service or Application, including any Content licensed from a third party, but excluding User Content.

"Gopher Group" means collectively Gopher and any other affiliate, subsidiary, parent or sister company of Gopher.

"User" means a person who accesses or uses the Service or Application.

"User Content" means Content that a User posts, uploads, publishes, submits or transmits to be made available on the Website or through the Service or Application.

"Collective Content" means, collectively, Gopher Content and User Content.

Subject to your compliance with these Terms, Gopher grants you a limited, non-exclusive, non- transferable license:
● to view, download and print any Gopher Content solely for your personal and non- commercial purposes; and
● to view any User Content to which you are permitted access solely for your personal and non-commercial purposes.

Unless otherwise stated, the copyright and other intellectual property rights in the Website and/or Application and in material published on it (including without limitation photographs and graphical images) are owned by us, the Restaurants or our other licensors. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. For the purposes of these Terms, any use of extracts from the Website other than in accordance with these Terms is prohibited.

You have no right to sublicense the license rights granted in this section.

You may not use, copy, adapt, modify, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast or otherwise exploit the Website, Service, Application or Collective Content, except as expressly permitted in these Terms. You may not reuse any Collective Content without first obtaining the written consent of Gopher. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Gopher or its licensors, except for the licenses and rights expressly granted in these Terms. Any rights not expressly granted in these Terms are reserved.

LICENSE GRANTED BY USER

We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content on the Website or through the Service or Application. User Content will be deemed non- confidential and non-proprietary. By providing User Content to Gopher, you grant Gopher a perpetual, non-exclusive, irrevocable, royalty-free, worldwide and sublicensable license to access, collect, store and use, copy, distribute and disclose to third parties any User Content for any purpose, in any medium and throughout the world ("License Grant").

You acknowledge that Gopher only acts as a passive conduit for the distribution of the User Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Content. Gopher does not continuously monitor User Content published by you or moderate between Users, nor shall Gopher be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent those of Gopher.

Any use by you of the User Content is entirely at your own risk. You represent and warrant that any User Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.

You agree to indemnify Gopher, its affiliates and licensors and each of their officers, directors, other users, employees, contractors, partners, representatives, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities, penalties, fines, expenses or other costs or expenses of any kind or nature (including, but not limited to, attorneys' fees and costs) arising out of or in connection with any User Content posted or transmitted by you or your other use of the Website, the Service or the Application.

Gopher reserves the right at its sole discretion to block or remove (in whole or in part) any User Content posted or transmitted by you and which Gopher believes is not in accordance with these Terms (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to Gopher.

You agree to promptly notify Gopher in writing of any User Content which breaches these Terms. You agree to provide to Gopher sufficient information to enable Gopher to investigate whether such User Content breaches these Terms. Gopher agrees to make good faith efforts to investigate such complaint and shall take such action as Gopher in its sole discretion decides. However, Gopher does not warrant or represent that it will block or remove (in whole or in part) such User Content.

APPLICATION LICENSE

Subject to your compliance with these Terms, Gopher grants you a personal, revocable, limited, non-exclusive and non-transferable license to download and install a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal use.

YOU SHALL NOT

● license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or Application in any way;
● modify or make derivative works based upon the Service or Application;
● create Internet "links" to the Service or "frame" or "mirror" any Application on any other server or wireless or Internet-based device;
● reverse engineer or access the Application in order to
● design or build a competitive product or service,
● design or build a product using similar ideas, features, functions or graphics of the Service or Application, or
● copy any ideas, features, functions or graphics of the Service or Application, or
● launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Application. misuse the Website and/or the Application (including by hacking or "scraping").
● send spam or otherwise duplicative or unsolicited messages of any kind in violation of applicable laws;
● send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or anything which would violate third party privacy rights;
● send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
● interfere with or disrupt the integrity or performance of the Website, the Application or Service or the data contained therein; or
● attempt to gain unauthorized access to the Website, the Application or Service or its related systems or networks.

Gopher will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Gopher may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Gopher has no obligation to monitor your access to or use of the Website, Service, Application or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Website, the Application and Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Gopher reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Gopher, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Website, the Service or Application.

INTELLECTUAL PROPERTY OWNERSHIP

Gopher alone (and its third party licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Application and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website, Application or the Service.

These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Website, the Application or the Service, or any intellectual property rights owned by Gopher. Gopher's name, logo, and the product names associated with the Application and Service are trademarks of Gopher, its affiliated companies or third parties, and no right or license is granted to use them.

THIRD PARTY INTERACTIONS

During the use of the Website, the Application and the Service, links to websites that are owned and controlled by third parties may be provided from time to time in order to enter into correspondence with, purchase goods or services from or participate in promotions of third parties. These links take you off the Website, the Application and the Service and are beyond Gopher's control. The websites you can link to have their own separate terms and conditions as well as a privacy policy. Gopher is not responsible and cannot be held liable for the content and activities of these websites. You therefore visit or access these websites entirely at your own risk.

During use of the Website, the Application and the Service, you may enter into correspondence with, purchase goods or services from, or participate in promotions of Restaurants, advertisers or sponsors through a link on the Website or through the Application or Service. These links take you off the Website, the Application and the Service and are beyond Gopher's control. The websites you can link to have their own separate terms and conditions as well as a privacy policy. Gopher is not responsible and cannot be held liable for the content and activities of these websites. You therefore visit or access these websites entirely at your own risk.

Please note that these other websites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use or privacy policies on those websites prior to using them.

TERMINATION

You are entitled to terminate your use of the Service at any time by permanent deletion of the Application installed on your smart phone, thus disabling the use by you of the Application and the Service. You can close your user account at any time by following the instructions on Gopher's website.

Gopher is entitled to terminate your use of the Service at any time without notice and with immediate effect (by disabling your use of the Application and the Service) for any reason, including, if you: violate or breach any term of these Terms, or in the opinion of Gopher, misuse the Application or the Service.

ENTIRE AGREEMENT

The Terms (including any referenced documents) constitute the entire agreement between you and Gopher and governs your use of the Website, Application and Service, superseding any prior version of these Terms between you and Gopher.

WAIVER AND SEVERABILITY OF TERMS

The failure of Gopher to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

MODIFICATION OF THE SERVICE AND TERMS

Gopher reserves the right, at its sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Service or Application (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Service, Application or via email. Gopher may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Such modification will not apply to any Orders already placed.

NOTICE

Gopher may give notice by means of a general notice on the Service or Application, or by electronic mail to your email address on record in Gopher's account information, or by written communication sent by regular mail to your address on record in Gopher's account information.

Gopher may be contacted in writing at:

Gopher Systems Inc.
#1017, 150 9 Avenue SW
Calgary, AB T2P 3H9

or

support@gopherpos.com

ASSIGNMENT

You may not assign your rights under these Terms without prior written approval of Gopher. Gopher may transfer any of our rights or obligations under these Terms without your prior written consent.

APPLICABLE LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to principles of conflicts of laws. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

PROMOTIONS

Gopher may, in Gopher's sole discretion, run promotions that may be redeemed for account credit, or other features or benefits related to the Services and/or a third party provider's services, subject to any additional terms that Gopher establishes on a per promotion basis ("Promo").

You agree that Promos:
● Must be used for the intended audience and purpose, and in a lawful manner;
● May not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Gopher;
● May be disabled by Gopher at any time for any reason without liability to Gopher;
● May only be used pursuant to the specific terms that Gopher establishes for such Promos;
● Are not redeemable for cash; and
● May expire prior to your use.

Certain Promos may only be available to new users. New users are unique natural persons who have not yet created a Gopher account.

Gopher reserves the right to delay delivery of Promo benefits pending verification that a user has complied with the terms of the Promo, including verification of the user's identity. Gopher users that make a referral code available to other must not make any false or misleading representations related to Gopher or the benefits a new user may receive upon signing-up for Gopher. Gopher reserves the right to deduct credits or other features or benefits obtained through the use of Promos by you or any other user in the event that Gopher determines or believes that the use or redemption of the Promo was in error, fraudulent, illegal, or in violation of the applicable Promo terms or these Terms.

Gopher credits earned have no cash value and will only apply in the local currency and are not transferable. If a purchase on Gopher exceeds the credit value in your account, the remaining balance will be charged to the registered credit card. Gopher promotions cannot be combined with any codes or other promotions.
© 2019 Gopher Systems Inc. All Rights Reserved.